A.
Harvard Property Trust, LLC, a Delaware limited
liability company (
HPT
), as Purchaser, entered into that certain
Real Estate
Sale Agreement dated as of November 14, 2006 (the 
Agreement
), with
CMD Realty Investment Fund II, L.P., an
Illinois limited partnership,
as Seller, in respect of an
office building having a street address of
17300 Dallas Parkway, Dallas County, Texas
.

B. By that certain Assignment of Real Estate
Sale Agreement dated as of November 14, 2006, HPT assigned its right, title and
interest in the Agreement to Assignor.

B. Assignor desires to assign all of
its interest in the Agreement to Assignee and Assignee desires to accept the
assignment.

AGREEMENT

For good and valuable
consideration, receipt of which is acknowledged, Assignor assigns to Assignee
all of Assignors interest in the Agreement.
Assignee accepts the assignment and assumes and shall perform all of
Assignors duties as Purchaser under the Agreement.